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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 18, 2006
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CRYOLIFE, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 1-13165 59-2417093
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1655 ROBERTS BOULEVARD, N.W., KENNESAW, GEORGIA 30144
(Address of principal executive office) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (770) 419-3355
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 8 OTHER EVENTS.
ITEM 8.01 OTHER EVENTS.
On January 18, 2006, CryoLife, Inc. ("CryoLife") issued a press release
announcing it has engaged Piper Jaffray & Co. to assist the Company's management
and Board of Directors in identifying and evaluating potential strategies to
enhance shareholder value. CryoLife hereby incorporates by reference herein the
information set forth in its Press Release dated January 18, 2006, a copy of
which is attached hereto as Exhibit 99.1. Except as otherwise provided in the
press release, the press release speaks only as of the date of such press
release and such press release shall not create any implication that the affairs
of CryoLife have continued unchanged since such date.
Except for the historical information contained in this report, the statements
made by CryoLife are forward-looking statements that involve risks and
uncertainties. All such statements are subject to the safe harbor created by the
Private Securities Litigation Reform Act of 1995. CryoLife's future financial
performance could differ significantly from the expectations of management and
from results expressed or implied in the Press Releases. Please refer to the
last paragraph of the Press Release for further discussion about forward-looking
statements. For further information on risk factors, please refer to the "Risk
Factors" contained in CryoLife's Form 10-K for the year ended December 31, 2004,
CryoLife's Form S-3 (Registration No. 333-121406), as filed with the Securities
and Exchange Commission ("SEC") and any subsequent SEC filings. CryoLife
disclaims any obligation or duty to update or modify these forward-looking
statements.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release dated January 18, 2006
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
CryoLife, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CRYOLIFE, INC.
Date: January 18, 2006 By: /s/ D. Ashley Lee
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Name: D. Ashley Lee
Title: Executive Vice President,
Chief Operating Officer and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release dated January 18, 2006
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EXHIBIT 99.1
[COMPANY LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
MEDIA CONTACTS:
D. Ashley Lee Katie Brazel
Executive Vice President, Chief Financial Officer and Fleishman Hillard
Chief Operating Officer Phone: 404-739-0150
Phone: 770-419-3355
CRYOLIFE RETAINS PIPER JAFFRAY & CO. TO ASSIST IN THE REVIEW OF
POTENTIAL STRATEGIES
ATLANTA, January 18, 2006 -- CryoLife, Inc. (NYSE: CRY), a biomaterials and
biosurgical device company, today announced that it has engaged Piper Jaffray &
Co. to assist the Company's management and Board of Directors in identifying and
evaluating potential strategies to enhance shareholder value. Piper Jaffray &
Co. has had an investment banking relationship with CryoLife, most recently
leading the Company's offering of 6% convertible preferred stock in 2005.
Steven G. Anderson, CryoLife's President and Chief Executive Officer, stated,
"The management and Board of Directors continuously evaluates our business and
operations to identify and develop opportunities for maximizing value for all
shareholders. We look forward to working with Piper Jaffray in this regard."
No assurance can be given that this review will lead to any specific action or
transaction.
Founded in 1984, CryoLife, Inc. is a leader in the processing and distribution
of implantable living human tissues for use in cardiovascular and vascular
surgeries throughout the United States and Canada. The Company's BioGlue(R)
Surgical Adhesive is FDA approved as an adjunct to sutures and staples for use
in adult patients in open surgical repair of large vessels and is CE marked in
the European Community and approved in Canada for use in soft tissue repair and
approved in Australia for use in vascular and pulmonary sealing and repair. The
Company also manufactures the SG Model #100 vascular graft, which is CE marked
for distribution within the European Community.
Statements made in this press release that look forward in time or that
express management's beliefs, expectations or hopes are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These future events may not occur as and when expected, if at all, and,
together with the Company's business, are subject to various risks and
uncertainties. These risks and uncertainties include that the work to be done by
the Company's management and board of directors with the assistance of Piper
Jaffray & Co. will not enhance or maximize value, that the Company's aggregate
revenues and expenses may not meet its expectations, the possibility that as a
result of its inspections of the Company's facilities or other events the FDA
could impose additional restrictions on the Company's operations, require a
recall, prevent the Company from processing and distributing tissues or
manufacturing and distributing other products, or take other actions which the
Company may not be able to address in a timely or cost-effective manner if at
all, that the Company may not have sufficient borrowing or other capital
availability to fund its business, that pending or threatened litigation cannot
be settled on terms acceptable to the Company, that the Company may not have
sufficient resources to pay punitive damages or other uninsured liabilities
arising from litigation, the possibility of severe decreases in the Company's
revenues and working capital, that to the extent the Company does not have
sufficient resources, it may be forced to cease operations or seek protection
under applicable bankruptcy laws, changes in laws and regulations applicable to
CryoLife and other risk factors detailed CryoLife's Securities and Exchange
Commission filings, including CryoLife's Form 10-K filing for the year ended
December 31, 2004, its registration statement on Form S-3 (Reg. No. 333-121406),
CryoLife's most recent Form 10-Q, and its other SEC filings. The Company does
not undertake to update its forward-looking statements.
For additional information about the company, visit CryoLife's web site:
http://www.cryolife.com
END